Prior to the Closing the Purchaser shall notify the State of New York of the proposed sale of assets under this Agreement. Seller shall sell and convey and Purchaser shall purchase the property, together with all buildings and improvements thereon (collectively the.In a stock purchase transaction, the buyer ("Buyer") purchases all or a substantial portion. The property and improvements which the Seller is agreeing to sell and which the Purchaser is agreeing to purchase is known as. Use a Business Bill of Sale to set out the terms for the sale of a business and transfer the ownership and all assets to the buyer. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. In most states, sales of intangible assets – goodwill, IP, trademarks, etc. Are not subject to sales tax.